Software as a Service Agreement

This Software as a Service Agreement (“Agreement”) constitute a legally binding agreement between you (“You,” “your,” or “Client”) and Suzy, Inc. (“Suzy,” “we,” “our,” or “us”) governing your use of Suzy’s Services. This Agreement applies to you absent a separate service agreement executed directly with Suzy through our enterprise sales channel which governs your use of the Services. By executing an Order that references this Agreement or by creating an account, clicking a box indicating your acceptance of these terms, using our Platform, or making an In-Platform Purchase, you acknowledge and agree to be bound by the terms of this Agreement in the absence of a superseding agreement. When using the Services on behalf of an organization, you agree to these terms on behalf of that organization and you represent that you have the authority to do so. In such cases, “you” and “your” will refer to that organization.Each of Client and Suzy may be referred to herein as a “Party,” or collectively as “Parties.” Please read this Agreement carefully because it constitutes a binding agreement between you and Suzy. If you do not agree to the terms herein, you may not use the Services. We have tried to make these terms as clear as possible, but welcome your questions and feedback at: legal@suzy.com.  

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1. Definitions.
   1. “Action” means any credit-based task or function initiated by Client through the Platform’s functionality (including any “action button” displayed in the Signals Feed), which generates or facilitates a Derived Work for Client, such as creating a creative brief, generating a presentation, or launching a survey, or any similar credit-based action that Suzy may make available from time to time.
   2. "Aggregate Data" means data and information related to Client's use of the Services that is generated or compiled by Suzy in an aggregate and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services.
   3. “AI Output” means any content, material, or information generated in whole or in part by AI Technology, without independent review, validation, or modification by Suzy personnel.
   4. “AI Technology” means any artificial intelligence or machine learning technologies, methods, algorithms, or tools used by Suzy in connection with the Services, including without limitation statistical learning algorithms, neural networks, large language models, recommendation engines, vectorization processes, and related systems capable of analyzing data, identifying patterns, generating insights, personalizing user experiences, or providing recommendations through the Platform.
   5. "Authorized User" means an individual Client, or an individual employee, consultant, contractor, representative and/or agent of Client (i) identified by Client, to which Suzy is directed to grant Platform access credentials, and (ii) for whom access to the Services has been purchased hereunder.
   6. "Client Data" means (i) Client Personal Data (as defined by the DPA); and (ii) all survey materials, documents, questions, files, images, writings, recordings, text, creative briefs, or other materials that Client uploads to the Platform or otherwise provides to Suzy in connection with the Services. For the avoidance of doubt, Client Data does not include any Suzy IP.
      
   7. “Derived Works” means the exportable works generated by or through Actions, whether generated in whole or in part by AI Technologies, including without limitation, survey responses (i.e.: audio/visual recordings, transcripts, translations), creative briefs, memoranda, presentations, or similar works generated in connection with Client’s Actions, together with any deliverables created by Suzy in the course of providing consulting services purchased by Client.
   8. "Documentation" means any of Suzy's user manuals, support articles, and guides relating to the Services that may be provided by Suzy to Client either electronically or in hard copy form.
   9. “In-Platform Purchase” means any purchase made online via the Platform or on any Suzy-owned website.
   10. “IP Rights” means all intellectual property rights throughout the world, whether registered or unregistered, including copyrights, moral rights, trade secrets, patents, patent applications, trademarks, service marks, trade names, domain names, design rights, database rights, and all other proprietary rights in inventions, works of authorship, know-how, or technology, together with all applications, registrations, renewals, extensions, and rights to sue for past, present, or future infringement or misappropriation thereof.
   11. “License Term” means the term of the Platform license purchased in a duly executed Order.
   12. “Order(s)” means, as applicable, (i) a duly executed transactional document between Client and Suzy, including without limitation any statement of work, license, purchase order, or order form that references and is made part of this Agreement, or (ii) the terms of an In-Platform Purchase, as displayed on the Pricing Page and confirmed by Client at the point of purchase, each of which is made part of this Agreement.
   13. “Platform” means Suzy’s proprietary software-as-a-service platform identified in the applicable Order, including any related web-based interfaces, downloadable mobile applications, or other software made available by Suzy to Client to enable Client’s access and use of the Services.
   14. “Pricing Page” means the summary of Services, pricing, payment and other miscellaneous terms set forth on the Suzy (or third-party payment) webpage which Client accepts by completing an In-Platform Purchase.
   15. “Respondent(s)” means independent third-party member(s) of the public that participate in research conducted in connection with the Services.
   16. "Services" means Suzy’s provision of the Platform, together with any related consulting or support services provided to Client under this Agreement.
   17. “Signals Feed” means the curated, AI-assisted stream of information, insights, and materials made available to Client’s Authorized Users through the Platform, which may be personalized based on factors including Usage Data, user role, preferences, and prior interactions. The Signals Feed may include third-party content, Suzy-generated content, Suzy-curated insights, and AI Technology-generated content.
   18. "Suzy IP" means the Platform (inclusive of all components, functionality and content therein) the Signals Feed, the Services, Documentation, Aggregate Data, Usage Data, Suzy Marks, and any and all IP Rights therein, together with all improvements, enhancements, modifications, and derivative works thereof. For the avoidance of doubt, Suzy IP does not include Client Data or Client Confidential Information.
   19. “Suzy Marks” means Suzy’s trademarks, trade names, logos, service marks, slogans or other source indicators whether registered or unregistered.
   20. "Third-Party Services" means any third-party websites, applications, content, integrations, features, platforms, or services that are linked to, integrated with, connected to, or otherwise made available through the Platform.
   21. “Usage Data” means data generated by or in connection with Client’s and its Authorized Users’ use of the Platform that relates to the performance, operation, or utilization of the Services, including without limitation system logs, technical data, feature usage information, and interaction data that Suzy uses to personalize, optimize, and provide the Services. Usage Data does not include Client’s Confidential Information.  
2. Access and Use.
   1. Platform Access. Subject to and conditioned on Client's payment of Fees and compliance with the terms and conditions of this Agreement, Suzy hereby grants Client a non-exclusive, non-transferable (except in compliance with Section 14(g)) right to access and use the Platform during the License Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Client's internal use. Suzy shall provide to Client the necessary access credentials to allow Client to access the Platform. The total number of Authorized Users will not exceed the number set forth in the applicable Order, except as expressly agreed to by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
   2. Documentation License. Subject to the terms and conditions contained in this Agreement, Suzy hereby grants to Client a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14(g)) license to use the Documentation during the Term solely for Client's internal business purposes in connection with its use of the Services.
   3. Mobile Application License. Subject to the terms of this Agreement, Suzy grants Client a limited, non-exclusive, non-transferable (except as permitted in Section 14(g)), revocable license for Authorized Users to download, install, and use the mobile application made available by Suzy solely for Client’s internal business purposes in connection with the Services, and on devices controlled by Authorized Users.
   4. Use Restrictions. Client shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. All use of the Services shall be in accordance at all times with the Suzy Acceptable Use Policy, accessible at: www.suzy.com/acceptable-use-policy (“Acceptable Use Policy”), which is hereby incorporated into the terms herein. Except as expressly authorized herein, Client shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) use any Suzy IP, or any portion, derivative, or component thereof, to (A) reverse engineer, recreate, or develop competing artificial intelligence, machine learning, analytics systems, models, or algorithm; (B) train, improve, or operate any system, model, or algorithm that competes with or replicates the functionality of the Services; (C) compile, label, annotate, or otherwise prepare training data sets; or (D) enable, assist, or permit any third party to do the foregoing. For clarity, these restrictions do not apply to Derived Works or Client Data.
   5. Reservation of Rights. Suzy reserves all rights not expressly granted to Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the Suzy IP.
   6. Suspension. Notwithstanding anything to the contrary in this Agreement, Suzy may temporarily suspend Client's and any Authorized User's access to any portion or all of the Services if: (i) Suzy reasonably determines that (A) there is an actual or reasonably suspected security incident or attack affecting the Platform or other Suzy IP; (B) Client's or any Authorized User's use of the Suzy IP materially disrupts or poses a security risk to the Suzy IP or to any other customer or vendor of Suzy; (C) Client, or any Authorized User, is using the Suzy IP for fraudulent or illegal activities, or in material violation of this Agreement; (D) subject to applicable law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Suzy's provision of the Services to Client or any Authorized User is prohibited by applicable law; and/or (ii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Except in cases of imminent security threats under subsection (i)(A) above, Suzy shall provide Client with at least twenty-four (24) hours’ prior written notice of any Service Suspension and provide updates regarding resumption of access to the Services following any Service Suspension. Suzy shall use commercially reasonable efforts to restore Client’s access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Suzy will have no liability for any damages, losses, or costs arising from any Service Suspension. For clarity, (i) Suzy will not issue refunds or credits in connection with any Service Suspension resulting from Client’s or its Authorized Users’ breach, misuse, or other acts or omissions, and (ii) in the event of any Service Suspension not attributable to Client, Client’s sole and exclusive remedies, if any, will be as set forth in the SLA.
   7. Aggregate Data. Notwithstanding anything to the contrary in this Agreement, Suzy may collect and compile Aggregate Data. As between Suzy and Client, all right, title, and interest in Aggregate Data, and all IP Rights therein, belong to and are retained exclusively by Suzy. Client acknowledges that Suzy may use Aggregate Data for any lawful purpose; provided that such Aggregate Data does not identify Client or contain Client's Confidential Information.  
   8. Personal Data Processing. The Data Processing Addendum accessible at: https://suzy.com/dpa, (“DPA”) sets forth each Parties' obligations with regards to the protection of Personal Data (as defined by the DPA) associated with the Processing (as defined by the DPA) and transfer of Personal Data under this Agreement, including with regards to Suzy’s use of Subprocessors (as defined by the DPA) and is hereby incorporated into the terms of this Agreement by reference.
3. Client Responsibilities.
   1. General. Client is responsible for all acts and omissions of Authorized Users, and any act, omission, or materials provided by an Authorized User that would constitute a breach of this Agreement will be deemed a breach of this Agreement by Client. Client shall use reasonable efforts to make all Authorized Users aware of and compliant with this Agreement's provisions as applicable to such Authorized User's use of the Services.
   2. Third-Party Services. The Services may provide links to, integrations with, or the ability for Client to integrate with, Third-Party Services. Such Third-Party Services are not under Suzy’s control and are provided solely as a convenience to Client. Use of any Third-Party Services is subject to the applicable third party’s terms and conditions, and Client is solely responsible for complying with those terms. Suzy is not responsible for, and disclaims all liability with respect to, any Third-Party Services. If Client does not agree to the applicable terms for any Third-Party Service, Client should not access, enable, or use such Third-Party Service. For clarity, the limited warranty set forth in Section 8(b) does not apply to any Third-Party Services.
4. Service Levels and Support.
   1. Service Levels. Subject to the terms and conditions of this Agreement, Suzy shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in the Suzy Service Level Agreement accessible at: www.suzy.com/trust-center (“SLA”).
   2. Support. Client will receive onboarding and support services in accordance with the support package applicable to Client’s subscription tier, as specified in the applicable Order. Suzy may update the scope of its support offerings from time to time, provided that any such updates do not materially diminish the level of support purchased by Client under the applicable Order.  
   3. Service Credits. In the event the Services do not meet the service levels set forth in the SLA, Client may be eligible for the Service Credits (as defined by the SLA) as provided in the SLA. Such Service Credits constitute Suzy’s sole obligation, and Client’s exclusive remedy, for any failure to meet the applicable Service Commitment (as defined in the SLA).
5. Orders, Fees and Payment.
   1. Orders. Client may enter into one or more Orders under this Agreement. Each Order will specify the applicable Services, License Term, subscription tier, Authorized Users, and Fees. Affiliates of Client may also enter into Orders under this Agreement, in which case the Affiliate will be deemed the “Client” for that Order and solely responsible for all obligations arising thereunder. For In-Platform Purchases, the applicable Pricing Page will set forth the Services, Fees, and payment terms. Any purchase orders or similar documents unilaterally issued by Client during the Term, whether or not they reference this Agreement, shall be governed solely by the terms of this Agreement and will not modify or supplement it unless expressly agreed to in a writing signed by both Parties.
   2. Fees. Client shall pay Suzy the fees ("Fees") as set forth in each applicable Order without offset or deduction. Except as set forth in the applicable Order, Client shall make all payments hereunder in U.S. dollars on or before the due date set forth in the applicable Order. If Client fails to make any payment when due, without limiting Suzy's other rights and remedies: (i) Suzy may charge interest on the past due amount at the rate of two percent (2%) per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Client shall reimburse Suzy for all reasonable costs incurred by Suzy in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for fifteen (15) days or more, Suzy may suspend Client's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. For In-Platform Purchases, Client’s obligations (including payment, subscription management, renewal, and cancellation) are governed by Suzy’s In-Platform Purchase Terms available at: www.suzy.com/trust-center, which are incorporated herein by reference.
   3. Taxes. All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Suzy's income.
6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to those who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and are subject to confidentiality obligations no less restrictive than those set forth herein. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall destroy all copies of the disclosing Party’s Confidential Information in its possession or control (other than Client Data and Derived Works, which will be handled in accordance with Section 12(c)), and, upon request, certify such destruction in writing. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, that obligations of non-disclosure for trade secrets (as determined under applicable law) will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
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7. Intellectual Property Ownership; Feedback.
   1. Suzy IP. Client acknowledges that, as between Client and Suzy, Suzy exclusively owns all right, title, and interest, including all IP Rights, in and to the Suzy IP. With respect to Third-Party Services, the applicable third-party providers own all right, title, and interest, including all IP Rights, in and to the Third-Party Services. Except for the limited rights expressly granted to Client herein, nothing in this Agreement conveys to Client any rights, title, or ownership in or to the Suzy IP.
   2. Client Data. Suzy acknowledges that, as between Suzy and Client, Client owns all right, title, and interest, including all IP Rights, in and to the Client Data. Client hereby grants to Suzy a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for Suzy to provide the Services to Client.
   3. Derived Works. As between the Parties, Client owns all right, title, and interest, including all IP Rights, in and to Derived Works. To the extent any Derived Work qualifies as a “work made for hire” under applicable law, Client will be deemed the author thereof. To the extent any Derived Work does not qualify as a work made for hire but is otherwise protectable under intellectual property law, Suzy hereby assigns to Client all right, title, and interest in and to such Derived Work. Client acknowledges and agrees, however, that: (i) Derived Works generated in whole or in part by artificial intelligence may not be unique, and Suzy does not represent or warrant that identical or similar outputs will not be generated for other clients or users; (ii) certain Derived Works may not meet the originality threshold for copyright protection, and Suzy does not guarantee that any Derived Work will be subject to copyright or other intellectual property protection; and (iii) Client’s rights are limited to its own Derived Works, and similar or identical Derived Works generated for another client or user are owned by such other client or user.
   4. Data Use Assurances. Suzy will not use Client Data or Derived Works to develop, fine-tune, or train AI Technology for the benefit of Suzy or any other clients. Suzy may, however, use Client Data or Derived Works to personalize and optimize the Services for the benefit of Client and Authorized Users.
   5. Suzy Marks. Suzy grants Client a limited, non-exclusive, non-transferable, royalty-free license to use the Suzy Marks solely for the purpose of attributing research, results or Derived Works generated through the Services, and only in accordance with any brand guidelines that Suzy may communicate from time to time. This license may be revoked by Suzy at any time upon written notice, effective immediately.
   6. Feedback. If Client elects to provide Suzy with any suggestions, enhancement requests, recommendations, comments, or other feedback regarding the Platform, the Services at large, or any component or part thereof (collectively, “Feedback”), whether voluntarily or in connection with a Beta Program (as defined below), then as between the Parties all right, title, and interest in and to such Feedback shall be owned solely and exclusively by Suzy. Client agrees that Suzy shall have a perpetual, irrevocable, worldwide, royalty-free right to use, copy, modify, distribute, license, sublicense, and otherwise exploit such Feedback (and derivatives thereof) in any manner and any medium, without any obligation to provide remuneration, compensation, or attribution to Client.
   7. Trial or Beta Program Participation. From time to time, Suzy may make pre-release features or products available to Client solely for evaluation purposes (“Beta Programs”). Participation in any Beta Program is by invitation only, is voluntary, and is offered in exchange for Client’s Feedback. If Client elects to participate, Client agrees to use the Beta Program solely for evaluation and testing, and to provide Suzy with reasonable Feedback as requested or directed by Suzy. Beta Programs are provided “AS IS,” are not part of the Services, and may be modified, suspended, or discontinued at any time. Suzy makes no representations or warranties of any kind with respect to any Beta Program, and disclaims all implied warranties, including without limitation any warranties of merchantability, fitness for a particular purpose, or non-infringement. Suzy shall have no liability for any damages, losses, or claims arising from or related to Client’s participation in a Beta Program, and the disclaimers, limitations, and ownership provisions of this Section shall survive the termination or expiration of any Beta Program.
8. Representations & Warranties.
   1. Mutual. Each Party represents and warrants that: (i) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has full power and authority, and has obtained all approvals, permissions, and consents necessary, to enter into this Agreement and to perform its obligations hereunder; (iii) this Agreement is legally binding upon it and enforceable in accordance with its terms; (iv) the execution, delivery, and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound; (v) it owns, or has obtained, all rights, title, and interests in and to the IP Rights in all materials and/or tools it provides, integrates, or uploads or licenses in connection with this Agreement as necessary to grant the rights contemplated herein; and (iii) it shall comply with all federal, state, and local laws, rules and regulations applicable to its provision or utilization of the Services, as applicable.
   2. Suzy warrants that the Services will conform in all material respects to the service levels set forth in the SLA when accessed and used in accordance with this Agreement and the Documentation. Suzy does not make any representations or guarantees regarding uptime or availability of the Services except as specifically identified in the SLA. The remedies set forth in the SLA are Client's sole remedies and Suzy's sole liability under the limited warranty set forth in this Section 8(b).  
   3. AI Representations. Suzy represents and warrants that:  (i) it has and will maintain sufficient rights in any materials it uses to develop, test, or improve the AI Technology used in connection with the Services; (ii) Suzy’s use of such materials does not and will not knowingly infringe or misappropriate the IP  Rights of any third party; and (iii) Suzy will implement and maintain industry-standard administrative, technical, and organizational measures designed to promote responsible and secure use of AI Technology in connection with the Services.
9. Disclaimers.
   1. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8, THE SUZY IP IS PROVIDED "AS IS" AND SUZY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SUZY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8, SUZY MAKES NO WARRANTY OF ANY KIND THAT THE SUZY IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
   2. AI Output. NOTWITHSTANDING ANYTHING HEREIN OR IN THE AGREEMENT TO THE CONTRARY, IT IS EXPRESSLY UNDERSTOOD BY CLIENT THAT AI OUTPUT IS GENERATED BY AI TECHNOLOGY, NOT SUZY, AND MAY CONTAIN ERRORS, INACCURACIES, OR INCONSISTENCIES. SUZY DOES NOT INDEPENDENTLY VERIFY THE ACCURACY OF EACH AI OUTPUT AND IT DOES NOT REPRESENT SUZY’S VIEWS OR OPINIONS. WHILE SUZY IMPLEMENTS COMMERCIALLY REASONABLE QUALITY CONTROLS AND PROCESSES FOR ITS AI TECHNOLOGY, SUZY MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI OUTPUT AND SHALL NOT BE LIABLE OR RESPONSIBLE UNDER ANY CIRCUMSTANCE FOR AI OUTPUT OR CLIENT’S USE OF AI OUTPUT, OR ANY ERRORS OR OMISSIONS CONTAINED IN AI OUTPUT. MOREOVER, TO THE FULLEST EXTENT PERMITTED BY LAW, SUZY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH REGARDS TO AI OUTPUT. CLIENT ACKNOWLEDGES AND AGREES THAT (A) CLIENT IS SOLELY RESPONSIBLE FOR REVIEWING, EVALUATING, AND DETERMINING THE APPROPRIATENESS OF ANY AI OUTPUT FOR ITS USE CASES, (B) CLIENT’S RELIANCE ON OR USE OF AI OUTPUT IS AT ITS OWN RISK, AND (C) SUZY SHALL HAVE NO OBLIGATION TO DEFEND, INDEMNIFY, OR HOLD HARMLESS CLIENT FROM OR AGAINST ANY LOSSES (AS DEFINED BELOW) ARISING FROM OR RELATING TO AI OUTPUT OR CLIENT’S USE THEREOF.  
   3. Respondents. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL SUZY BE LIABLE TO CLIENT FOR CONTENT SUPPLIED BY OR ACTIONS PERFORMED BY ANY RESPONDENT FOR OR WITH RESPECT TO CLIENT. CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT RESPONDENTS ARE NOT EMPLOYEES OR AGENTS OF SUZY, BUT INDEPENDENT THIRD-PARTY MEMBERS OF THE PUBLIC, AND THAT SUZY, WHILE CREATING, TRACKING AND MANAGING THE PLATFORM, SOLELY FACILITATES THE ENGAGEMENT OF RESPONDENTS FOR ACTIONS REQUESTED BY CLIENT AND DOES NOT CONTROL, MONITOR, MODERATE, SUPERVISE OR REGULATE THE ACTIVITIES OF RESPONDENTS. CLIENT ACKNOWLEDGES AND AGREES THAT SUZY IS IN NO WAY LIABLE FOR THE ACTS AND/OR OMISSIONS OF ANY RESPONDENT, AND HEREBY RELEASES AND HOLDS SUZY HARMLESS FROM ANY AND ALL CLAIMS ARISING OUT OF ANY RESPONDENT’S ACTS OR OMISSIONS, REGARDLESS OF WHETHER WILLFUL OR NEGLIGENT.
10. Indemnification.
    1. Suzy Indemnification.
       1. Suzy shall indemnify, defend, and hold harmless Client from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Client to the extent arising out of or resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that Suzy’s provision of the Platform, or any use of the Platform in accordance with this Agreement, infringes or misappropriates such third party's IP Rights, provided that Client promptly notifies Suzy in writing of such Third-Party Claim, cooperates with Suzy, and allows Suzy sole authority to control the defense and settlement of such Third-Party Claim.
       2. If a Third Party-Claim is made or appears possible, Client agrees to permit Suzy, at Suzy's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Client to continue use. If Suzy determines that neither alternative is reasonably available, Suzy may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Client.
       3. This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Suzy or authorized by Suzy in writing; (B) modifications to the Services not made by Suzy; (C) AI Output; (D) Client Data; or (E) Third-Party Services.
    2. Client Indemnification. Client shall indemnify, hold harmless, and, at Suzy's option, defend Suzy from and against any Losses to the extent arising out of or resulting from any Third-Party Claim (including from a governmental or regulatory body) that the Client Data, or any use of the Client Data in accordance with this Agreement, violates the law, or infringes or misappropriates a third party's IP Rights and any Third-Party Claims based on Client's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Suzy or authorized by Suzy in writing; or (iv) modifications to the Services not made by Suzy, provided that Client may not settle any Third-Party Claim against Suzy unless Suzy consents to such settlement, and further provided that Suzy will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
    3. Sole Remedy. THIS SECTION 10 SETS FORTH CLIENT'S SOLE REMEDIES AND SUZY'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
11. Limitations of Liability. EXCEPT FOR ANY BREACH OF SECTION 6 (CONFIDENTIALITY) LIABILITIES TO THIRD PARTIES PURSUANT TO SECTION 10 (INDEMNIFICATION), IN NO EVENT WILL SUZY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER SUZY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT FOR ANY BREACH OF SECTION 6 (CONFIDENTIALITY) OR LIABILITIES TO THIRD PARTIES PURSUANT TO SECTION 10 (INDEMNIFICATION), IN NO EVENT WILL SUZY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO SUZY UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
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12. Term and Termination.
    1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until five (5) years from such date (the "Initial Term"). This Agreement will automatically renew for successive one-year terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least forty-five (45) days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").
    2. Termination. In addition to any other express termination right set forth in this Agreement:
       1. either Party may terminate this Agreement or any Order, effective on written notice to the other Party, if the other Party breaches a material term of this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach in sufficient detail to permit the alleged breaching party to identify the breach; or
       2. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Client shall immediately discontinue all use of the Suzy IP and shall promptly delete and destroy all copies of the Suzy IP in its possession or control and, upon request, certify such deletion and destruction in writing. Suzy shall (i) securely archive or render unreadable all Client Data and Derived Works stored on the Platform in its possession or control within six (6) months and thereafter (ii) securely purge all Client Data and Derived Works from all systems, archives, and backups within twelve (12) months, unless a longer retention period is required by applicable law. Upon Client’s written request to legal@suzy.com, Suzy will certify in writing that it has taken such measures or note the legal basis for why it is not able to along with a timeline for destruction once the prolonged retention requirement ends. For clarity, Client acknowledges that (i) Suzy has no obligation to return any Client Data or Derived Works; (ii) Client is solely responsible for exporting or saving any Client Data or Derived Works prior to the expiration of the License Term; and (iii) Suzy has no retention or transition obligations to Client following the termination or expiration of an applicable License Term. All Fees due to Suzy as of the effective date of termination remain payable and are non-refundable and non-cancelable, except that if Client terminates this Agreement due to Suzy’s material breach, Client shall be entitled to a pro-rata refund of any prepaid Fees for Services not provided as of the effective date of termination.
    4. Survival. Any provisions of this Agreement that by their nature should survive termination or expiration shall survive, including without limitation provisions relating to confidentiality, ownership, disclaimers, limitations of liability, and payment obligations.
13. Transparency and Compliance.
    1. Subject to the limitations of the support services purchased under the applicable Order, Suzy will make available to Client its then-current standard security and compliance documentation (including, as applicable, summaries of penetration testing, ISO certifications, SOC 2 reports, documentation available through Suzy’s Trust Portal, accessible at: www.trust.suzy.com (or such other location as Suzy may designate), and other reasonably relevant materials) to demonstrate Suzy’s compliance with this Agreement. To the extent expressly included in the applicable Order, Suzy will also participate in Client’s security or compliance questionnaires within the agreed scope. Client acknowledges that Suzy is not obligated to complete custom questionnaires or provide audit rights beyond the scope of the applicable Order unless otherwise expressly agreed in writing or required by applicable law or direct regulatory request. Client further acknowledges that notwithstanding anything herein, Suzy shall bear no obligation to permit Client access to its facilities or systems in connection with an audit.
    2. Suzy will maintain and operate the Platform in accordance with industry-standard security practices and the certifications and frameworks described in Suzy’s Security Statement, as published on its Trust Portal (or any successor site), as such practices and certifications may be updated from time to time.
14. Miscellaneous.
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Orders constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, any Order, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; (ii) second, the Order, and (iii) third, any other documents incorporated herein by reference, except with respect to the DPA, which shall control in all matters relating to the Processing of Personal Data (as each is defined in the DPA). For clarity, any terms or conditions stated in a purchase order or other Client-issued document will be of no force or effect and will not modify this Agreement, except that purchase orders may include reasonable information relating to payment processing (such as remittance address or purchase order number).
    2. Notices.  If a Party is required or permitted to deliver or submit written notice to the other, such delivery shall be made on business days by email with electronic confirmation to the sender, certified mail, or by courier (e.g., Federal Express, UPS or the like) and addressed to the receiving Party as provided below, and if no such address is provided, as provided in the Order. Notice shall be deemed given upon receipt.
       
       1. If to Suzy:
          
          1. 228 Park Avenue South,
          2. PMB 85529
          3. New York, NY 10003
          4. Attn: Legal
          5. Email: Legal@suzy.com
       2. If to client:
          
          1. As provided in the Order, or for Clients solely conducting In-Platform Purchases, to the email address used to create the account.
    3. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    7. Assignment. Client may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Suzy, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    8. ‍Publicity. Client grants Suzy the right to use its company name and logo as a reference for marketing or promotional purposes on its websites and in other public or private communications with existing or potential customers, subject to Client’s standard trademark usage guidelines as provided by Client to Suzy from time-to-time. At any point, if Client wishes to revoke this permission, Client may send an email to legal@suzy.com stating that it does not wish to be used as a reference, and Suzy shall remove all such instances from its websites and communications as soon as reasonably possible. 
    9. Export Regulation. Each Party shall comply with all applicable export control and trade laws in connection with its performance and activity under this Agreement. Without limiting the foregoing: (i) Suzy shall be responsible for compliance relating to the provision of the Services, and (ii) Client shall be responsible for compliance relating to its Client Data and Derived Works.
    10. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Client, Section 2(d), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
    11. Counterparts. This Agreement may be executed electronically and in counterparts, each of which is deemed an original and which together form one and the same agreement.